Atlantic CoreShield

SOW Terms and Conditions

Revision – January 7, 2026

These SOW Terms and Conditions (“SOW Terms and Conditions”), are incorporated into and made a part of the CoreShield Statement of Work (each, a “CoreShield SOW”) entered into between Facsimile Communications Industries, Inc., d/b/a Atlantic Tomorrow’s Office (“Atlantic”) and the entity identified in such CoreShield SOW (“Client”). Each CoreShield SOW, together with these SOW Terms and Conditions, is referred to herein as the “SOW.”

Atlantic and Client (each a “Party,” collectively the “Parties” or “parties”) agree that these SOW Terms and Conditions govern the services provided under the SOW (collectively, the “Services”).

I.   Managed Services

1. Atlantic will perform the specific scheduled support, monitoring and administration identified below. An overview of the devices that will be monitored under the SOW may be provided in the In general (not specific to Client), “covered products” may include, as applicable, Client-owned and network connected: servers, switches, firewalls, vpn appliances, routers, network storage, wireless access points, controllers, uninterrupted power supplies (UPSs) and power distribution units (PDUs), workstations and email systems; “covered products” do not include phones, phone systems, printers, line of business applications or any other third party products or services not included on the preceding list. Client’s Covered Products (“Covered Products”) are limited to those products from the preceding list in Client’s technology infrastructure as of the commencement of this Agreement and any products added to such technology infrastructure directly by (or approved, in its sole discretion, to be added by) Atlantic during the Term. Client’s elected service plan is indicated on the SOW and will establish the parameters/entitlements of the Services and the Covered Products. Following execution of the SOW, as part of its onboarding process, Atlantic will use reasonable efforts to document the details of Client’s Covered Products and other relevant aspects of Client’s technology infrastructure.
   1. Atlantic will monitor Covered Products 24 hours a day, 7 days a week via remote management tools over an Internet Client hereby consents to remote access by Atlantic to Client’s network and such other actions as Atlantic deems reasonably necessary to perform the Services.
   2. Client is responsible to ensure Covered Devices remain continuously connected to the Client understands, acknowledges and agrees that Atlantic’s ability to perform the above services is subject to Client’s Covered Products remaining continuously connected to the internet.

II.   Onboarding and Atlantic Best Practice

Atlantic will execute the Onboarding process outlined in the SOW, subject to the assumptions set forth herein, including to Customer’s performance of its responsibilities.

1. If, at the time of Go-Live, any Covered Products remain inaccessible (e.g. due to missing or withheld credentials), Client authorizes Atlantic to take commercially reasonable actions to regain access, which may include deploying personnel on-site, engaging in technical recovery methods or resetting administrative credentials. Client agrees to fully cooperate with such efforts and acknowledges that any related time and materials may be billed separately. Atlantic shall have no obligation to provide Services for any Covered Product that remains inaccessible and shall not be held responsible for any resulting delay, disruption, or cost.
2. Atlantic Best Practice Client acknowledges that as part of its Services or other projects, Atlantic may implement Atlantic Best Practice Controls across Client’s environment, including, without limitation, its Microsoft 365 tenant. Atlantic Best Practice Controls are intellectual property of Atlantic delivered to current clients of Atlantic. Upon Offboarding, to protect its intellectual property from exploitation by competitors, Atlantic reserves the right to remove Atlantic Best Practice Controls from Client’s tenant or other environmental elements.

III.   Minimum Service Compliance Standards (“Minimum Standards”)

In order for Client’s existing environment to qualify for Service Provider Services, the following requirements or Minimum Standards must be met:

1. All Servers with Microsoft Windows Operating Systems must not be in an End of Life state, and have all of the latest Microsoft Service Packs and Critical Updates installed.
2. All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must not be in an End of Life state, and have all of the latest Microsoft Service Packs and Critical Updates installed.
3. All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
4. The environment must have a currently licensed, up-to-date and Vendor-Supported Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.
5. The environment must have a currently licensed, Vendor-Supported Backup Solution.
6. The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.
7. Any Wireless data traffic in the environment must be secured with a minimum of 128bit data encryption.

IV.   Support Services

1. Atlantic will, directly or indirectly, provide Technical Support Services for Covered Products, consisting of assistance to Client in the resolution of, as applicable based on the coverage plan, network and/or network-related problems via telephone, remote management software (via Internet) or on-site visits, as determined by Atlantic, in its sole discretion.
2. Atlantic will, subject to limitations outlined in Section 4 below, provide reasonable remote liaison services endeavoring to work with Client’s 3rd party technology vendors (of operation-critical technology products) (“IT Vendor(s)/Manufacturer(s)”) to facilitate the resolution of issues arising from such 3rd party technology vendor’s operation-critical products. Atlantic’s responsibility to perform liaison services is limited to using reasonable efforts to either assist the IT Vendor/Manufacturer to diagnose or, to the extent requiring Atlantic to take action affecting Covered Products, resolve an issue emanating from Covered Products but involving an IT Vendor/Manufacturer (i.e. 3rd party technology vendor). In the event services are required from the IT vendor/manufacturer, Client is responsible to pay the IT Vendors/Manufacturers for such services. Additionally, Atlantic’s performance of such manufacturer’s obligations (e.g. installation of a provided “fix”) as well as any performance arising from moves, additions or changes emanating from Client or such IT Vendor/Manufacturer are Out of Scope Services.
   1. Vendor Specific Line of Business Applications. All applications that are proprietary, industry-specific or otherwise non-standard (in Atlantic’s reasonable discretion) will be clearly outlined with Software Application name, platform, version, vendor contact and licensing information on a Covered Products and Technology Infrastructure Schedule.
3. Atlantic’s support and coverage hereunder (including, without limitation, liaison services) is limited to equipment, applications software and/or other products within relevant Original Equipment Manufacturer or licensor support lifecycles (“OEM Lifecycles”). Any Equipment, Software or other applications outside of such support lifecycles will be considered End of Life (“EOL” or “EOL Products”).
4. Atlantic’s responsibilities hereunder are subject to, inter alia, Client’s continued coverage under and compliance with applicable manufacturer/licensor maintenance/support contracts.
5. Atlantic endeavors to resolve issues/non-conformities during the initial response time; however, extenuating circumstances such as dependency on Client’s third-party hardware/software vendors, or other circumstances outside of ATLANTIC’S reasonable control, including, without limitation, Client’s failure to perform its obligations hereunder and/or non-responsiveness, may impede Atlantic’s ability to identify and/or provide a resolution within the time period specified. Under such circumstances, communications with third parties and/or other unforeseeable investigatory methods or actions may be necessary, and such activity may prolong or impede resolution. Such instances will be considered on a “Hold” status until the matter or impediment is, in Atlantic’s sole discretion, resolved or removed, as applicable. Client acknowledges that issues and support incidents that are Excluded or Out of Scope are billable hereunder.
6. Atlantic will, directly or indirectly, monitor, maintain and, as applicable, support Covered Products, as follows:

When	Manner of Support
Monday-Friday, 7am – 7pm (Excluding Atlantic holidays) (“Normal Business Hours”)	Live Phone Support
After-Hours / Weekends /Holidays (for 24/7 security Services or where 24/7 Extended User Support applies)	Voice-messages/email relayed to dedicated personnel who provide remote support, including escalations, where warranted

V.   Client Responsibilities

1. Client shall timely provide any permissions, access and/or other actions necessary to facilitate Atlantic’s implementation (e.g. loading), establishment and utilization of Services-delivery tools (“Atlantic Tools”) on Covered Products, which Atlantic Tools include:
   1. Remote Management Tool: which enables Atlantic remote monitoring and access to Covered Products (including, Client’s network/infrastructure/workstations, as applicable); and
   2. Patch Management Tool: through which Atlantic manages, as applicable, all workstation and server operating system security updates and patching.
   3. Other Discovery and/or Management Tools used by Atlantic to deliver Services. Client acknowledges and agrees that Atlantic Tools are critical to Atlantic’s ability to deliver Services. Atlantic Tools require consistent internet connectivity within Client’s infrastructure and specifically to Covered Client hereby approves Atlantic making any required network changes to the extent reasonably necessary for Atlantic Tools implementation and/or utilization.
2. Client shall ensure a C-Suite level representative attends all Atlantic Quarterly Business Reviews.
3. Client shall properly and lawfully license any software within Client’s technology infrastructure and remain continuously compliant with applicable licenses/license agreements.
4. Client acknowledges that OEM or applicable 3rd Party vendor support is required to properly troubleshoot and remedy failures in Covered Accordingly, Client is responsible for obtaining, maintaining and otherwise supporting, at its own expense, all data processing and communications products, as well as any third party hardware, software and/or services, and for complying with any contractual obligations arising in connection therewith. The foregoing includes, without limitation, responsibility for procuring/providing, maintaining and remaining compliant with maintenance agreements on/for all Covered Products and Client’s technology infrastructure, where applicable. The foregoing obligation also includes ensuring hardware/software does not reach EOL. Accordingly, Client hereby authorizes Atlantic to, on Client’s behalf, renew license and support agreements with manufacturers and licensors of Covered Products, and agrees to promptly pay Atlantic in full for such renewals. Client acknowledges that failure to do so will materially impede Atlantic’s ability to provide Services, may result in extended downtime and may require Client to purchase additional products or services before a ticket/issue can be resolved. For avoidance of doubt, absent a valid and effective OEM support/maintenance contract on all Covered Products and Client technology infrastructure, support services and other performance will be deemed Out of Scope.
5. Client shall promptly satisfy, and otherwise remain current on, all financial obligations to Atlantic.
6. Client shall procure such new (e.g. replacement) or additional hardware, software and/or other products Atlantic reasonably deems necessary to mitigate security risks or otherwise facilitate Atlantic’s commercially reasonable performance of its obligations All licensing of Covered Products and any new hardware, software and/or other products must be procured from Atlantic. For avoidance of doubt, Client shall provide Atlantic the right of first refusal to provide any hardware, software or other IT products or services (including cybersecurity products and services). To the extent Client procures hardware, software or other products from a party other than Atlantic, any installation, implementation or support services arising directly or indirectly from or related in any way to any such product Client are Out of Scope.
7. Client shall promptly and properly report issues/support requests through Atlantic’s prescribed ticketing Client shall cooperate with Atlantic’s troubleshooting efforts and timely respond to Atlantic staff.
8. Client shall regularly (not less than once every twenty-four (24) hours) backup all data.
9. Client shall comply with all applicable federal, state and local laws, rules, ordinances and/or regulations, and with Atlantic’s reasonable instructions.
10. Neither Client (nor its staff) shall abuse or other otherwise excessively utilize Atlantic’s
11. Client acknowledges that changes to Client’s technology infrastructure (including Covered Products, providers and network) may adversely affect the performance of Atlantic’s services hereunder. Accordingly, Client agrees to obtain Atlantic’s prior written consent prior to making material additions, moves and/or other changes (collectively, “Changes”) to Covered Products and/or Client’s technology infrastructure, including, without limitation, software, networks, ISPs or service providers whose services directly or indirectly impact Covered Products. Client shall notify Atlantic in writing not fewer than ninety (90) days prior to such proposed Changes. Atlantic will not unreasonably withhold such consent. For avoidance of doubt, Client assumes all risks associated with any such Changes, and any services or other performance by Atlantic arising directly or indirectly therefrom will be Out of Scope.

VI.   Out of Scope Services

1. Services that are expressly included within the scope of the SOW are deemed “Out of Scope” or “Excluded Services” (collectively, “Exclusions”) and are billable at Atlantic’s prevailing rates as set forth on the MSA (unless otherwise provided). Exclusions may be initiated by either party, and any request or direction by Client (including by any Managed User) to perform an Excluded Service shall be deemed Client’s acknowledgement that such service falls outside the scope of the SOW and its agreement to pay applicable fees emanating therefrom.
2. Exclusions. Excluded Services include, without limitation, labor, products and/or other services or expenses required to resolve issues or perform work involving, inter alia, any of the following:
   1. Aligning Client’s environment to Minimum Service Compliance Standards;
   2. Services provided outside of Business Hours or, where applicable, Coverage Hours (as defined in the SOW).
   3. Onsite Services outside of Business Hours or Coverage Hours, or otherwise not expressly included in Services (e.g. when requested by Client despite remote resolution being, in Atlantic discretion, feasible).
   4. External causes, such as Client software, other Client products, high voltage and low voltage cabling/lines, and/or systems not provided by or through Atlantic;
   5. EOL Products or other pre-existing infrastructure, environment or application issues;
   6. A condition or issue arising prior to commencement of the Term;
   7. Personal devices, home networks or systems outside of Client’s corporate network;
   8. Client’s failure to fulfill its “Client Responsibilities” as outlined in the SOW;
   9. Products, software, equipment, software or device not included in Covered Products;
   10. The cost of any software, licensing or software renewal or upgrade fees of any kind;
   11. The cost of any 3^rd Party Vendor or Manufacturer support or incident fees of any kind;
   12. Travel costs not specifically included in the SOW; Per Diem Expenses will conform to USGA standards at http://www.gsa.gov/perdiem.
   13. Training services of any kind not included under the SOW;
   14. Issues caused the acts, omissions or work (e.g. repair, relocation, combination, modification, software installation, etc.), of Client or any third parties (excluding Atlantic);
   15. Virus infections, ransomware or other security incidents or breaches (except to the extent caused solely, directly and demonstrably by Atlantic’s affirmative gross negligence);
   16. Recovery and/or restoration of lost, damaged or corrupted data;
   17. Acts of God, natural disasters, power failures, misuse or other adverse environmental factors or conditions;
   18. Maintenance of application software, unless express included hereunder;
   19. Custom development, code/interface modifications, integrations, or not expressly included in the scope of the SOW;
   20. Cybersecurity audits or questionnaires (beyond supplying a summary of Atlantic’s Services);
   21. Custom reporting;
   22. Tasks expressly Excluded on the IMACD Exhibit hereto;
   23. Excessive use of Services, as determined by Atlantic, in its reasonable discretion; and/or
   24. Moves, adds or changes to Client’s technology environment, third party vendors or Covered Products;
3. Excluded Services Processes. Atlantic shall have no obligation to perform any Excluded Services unless directed or authorized by Client. However, any Excluded Services performed at the request of Client or its personnel, or as reasonably necessary in Atlantic’s judgment to fulfill a submitted request or to otherwise prevent downtime or mitigate or avert damage or aggravation of damage (e.g. a cyber incident), shall be deemed authorized by Client and billable at Atlantic’s then-prevailing rates. Atlantic will use commercially reasonable efforts to notify Client when a request appears to fall outside the scope of the SOW, but such notification is not a condition to billing. Client expressly acknowledges and agrees that any request submitted by Client or its personnel may result in billable Excluded Services, and that prior written approval is not required unless otherwise stated in the SOW.
4. Additional Work – Installations and Projects. Atlantic may recommend improvements (Additional Work) to Client’s infrastructure, network and/or network related hardware and software based on Atlantic experience and industry accepted best practices in the use and deployment of technology Should Client elect to proceed with Additional Work, Client agrees to pay the total of all Additional Work charges per the terms set forth under the SOW.

VII.   General

1. MSA Incorporation and Entire The SOW incorporates by reference Atlantic’s Master Services Agreement, Revision – January 7, 2026 (the “MSA”), a copy of which is accessible via Atlantic MSA Link. The SOW, as supplemented by the MSA, is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals, and awards, written or oral, relating to its subject matter. Except as otherwise expressly provided in the SOW, any conflict between the terms hereof and those of the MSA will be resolved in favor of the MSA.
2. Governing Law/Venue. The SOW is executed under the laws of the State of New Jersey and governed by the laws The federal and state courts located in New York County, New York have exclusive jurisdiction for any controversy arising in connection herewith.
3. The SOW shall not be effective until it has been approved and accepted by Atlantic.